REG - TP ICAP Group plc - Result of AGM

TP IcapAnnouncement

14/05/2025 17:15

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RNS Number : 7101I  TP ICAP Group plc  14 May 2025

TP ICAP Group plc

LEI: 2138006YAA7IRVKKGE63

14 May 2025

 

TP ICAP Group plc

Result of Annual General Meeting

 

The Annual General Meeting ('AGM') of TP ICAP Group plc (the 'Company') was
held on Wednesday 14 May 2025. All resolutions presented at the AGM were put
to the members on a poll and were passed with the requisite majority.
Accordingly, resolutions 1 to 22 were passed as ordinary resolutions and
resolutions 23 to 28 were passed as special resolutions. The full results are
detailed below.

 

The issued ordinary share capital of the Company as at 12 May 2025, the voting
record date, was 795,390,932 (including treasury shares). The Company held
38,876,702 shares in treasury, which do not carry any voting rights.
Therefore, the total number of voting rights in the Company as at the voting
record date was 756,514,230.

 

 Resolutions                                                                             For                  Against              Votes Total  % of ISC Voted  Votes Withheld
         Number                                                                          %            Number  %            Number  %            Number
 1       To receive on an advisory basis the Annual Report and Accounts for TP ICAP      571,714,455  100.00  1,606        0.00    571,716,061  75.57           1,087,459
         Group plc for the year ended 31 December 2024
 2       To approve the Report of the Remuneration Committee (other than the part        498,651,481  98.41   8,031,502    1.59    506,682,983  66.98           66,120,537
         containing the Directors' Remuneration Policy) of TP ICAP Group plc for the
         financial year ended 31 December 2024
 3       To approve the new Directors' Remuneration Policy for the financial year ended  400,491,108  78.45   110,018,809  21.55   510,509,917  67.48           62,293,602
         31 December 2024
 4       To declare a final dividend of 11.3p per ordinary share for the year ended 31   572,803,084  100.00  392          0.00    572,803,476  75.72           44
         December 2024
 5       To re-elect Richard Berliand as a Director                                      500,432,156  87.37   72,367,385   12.63   572,799,541  75.72           3,977
 6       To re-elect Nicolas Breteau as a Director                                       510,296,801  99.96   214,607      0.04    510,511,408  67.48           62,292,112
 7       To re-elect Kath Cates as a Director                                            503,416,647  98.61   7,097,793    1.39    510,514,440  67.48           62,289,079
 8       To re-elect Tracy Clarke as a Director                                          501,459,224  87.55   71,342,146   12.45   572,801,370  75.72           2,149
 9       To re-elect Angela Crawford-Ingle as a Director                                 503,434,465  98.61   7,079,975    1.39    510,514,440  67.48           62,289,079
 10      To re-elect Michael Heaney as a Director                                        503,379,898  87.88   69,422,677   12.12   572,802,575  75.72           944
 11      To re-elect Mark Hemsley as a Director                                          503,433,784  98.61   7,080,656    1.39    510,514,440  67.48           62,289,079
 12      To re-elect Philip Price as a Director                                          510,317,266  99.96   194,275      0.04    510,511,541  67.48           62,291,979
 13      To re-elect Robin Stewart as a Director                                         509,966,322  99.89   545,086      0.11    510,511,408  67.48           62,292,112
 14      To re-elect Amy Yip as a Director                                               503,376,167  87.88   69,425,203   12.12   572,801,370  75.72           2,149
 15      To re-appoint PricewaterhouseCoopers LLP as auditors of TP ICAP Group plc       572,724,788  99.99   78,688       0.01    572,803,476  75.72           44
 16      To authorise the Audit Committee of TP ICAP Group plc to fix the remuneration   572,673,655  99.98   126,788      0.02    572,800,443  75.72           3,077
         of the auditors
 17      To authorise the Company to make political donations                            490,388,090  96.06   20,124,008   3.94    510,512,098  67.48           62,291,422
 18      To approve the TP ICAP Group plc Executive Share Plan                           403,407,353  70.43   169,373,576  29.57   572,780,929  75.71           22,590
 19      To approve the TP ICAP Group plc Equity Deferral Plan                           572,691,370  99.98   97,676       0.02    572,789,046  75.71           14,474
 20      To approve the TP ICAP Group plc Global Employee Share Purchase Plan            572,757,088  99.99   38,790       0.01    572,795,878  75.72           7,642
 21      To approve amendments to the TP ICAP Group plc Savings-Related Share Option     572,767,988  100.00  28,548       0.00    572,796,536  75.72           6,984
         Plan
 22      To authorise the Directors to allot shares                                      496,547,536  86.69   76,243,243   13.31   572,790,779  75.71           12,740
 23      To approve the disapplication of pre-emption rights                             504,172,038  98.76   6,332,266    1.24    510,504,304  67.48           62,299,216
 24      To approve the additional authority to disapply pre-emption rights              504,190,202  88.02   68,605,524   11.98   572,795,726  75.72           7,794
 25      To approve the authority to purchase own shares                                 572,654,998  99.99   38,527       0.01    572,693,525  75.70           109,995
 26      To approve the replacement of article 70 of the Memorandum and Articles of      572,703,612  99.98   88,077       0.02    572,791,689  75.71           11,831
         Association
 27      To approve the authority to hold treasury shares pursuant to Article 58A of     572,634,372  99.99   42,573       0.01    572,676,945  75.70           126,575
         the Companies (Jersey) Law 1991
 28      To approve the authority to call a general meeting (other than an AGM) on not   562,877,535  98.27   9,921,941    1.73    572,799,476  75.72           4,044
         less than 14 clear days' notice

 

Notes:

1.      The 'For' votes include those giving the Chair discretion.

2.      Votes withheld are not votes in law and have therefore not been
counted in the calculation of percentage of votes for or against a resolution.

 

Statement in connection with Resolution 3 - Directors' Remuneration Policy and
Resolution 18 - Executive Share Plan

 

The Board is grateful for the engagement of shareholders and proxy agencies
during our consultation exercise ahead of the 2025 Annual General Meeting on
the new Directors' Remuneration Policy. The Board was pleased to note that the
majority of our shareholders were supportive of our new Directors'
Remuneration Policy and Executive Share Plan. As these resolutions received
less than 80% support from all of our shareholders, we will continue to engage
further with shareholders and carefully consider any feedback during the
course of the next six months.

 

In accordance with the UK Corporate Governance Code, we will publish an update
on the engagement with shareholders and any action taken as a result of the
shareholder engagement within six months of the Annual General Meeting.

 

 

In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed
constituting as special business will shortly be available for inspection at
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

ENDS

 

Enquiries

 

Vicky Hart

Group Company Secretary

companysecretarial@tpicap.com (mailto:companysecretarial@tpicap.com)

 

For media enquiries please contact:

 

Richard Newman

Group Head of Marketing and Communications

Richard.Newman@tpicap.com (mailto:Richard.Newman@tpicap.com)

+44 (0) 7469 039 307

 

For investor enquiries please contact:

 

Dominic Lagan

Head of Investor Relations
Dominic.Lagan@tpicap.com (mailto:Dominic.Lagan@tpicap.com)

+44 (0) 20 3933 0447

 

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